FIRST QUANTUM MINERALS TO ACQUIRE KIWARA PLC

 

TIDMFQM TIDMKIW 
 
RNS Number : 8903C 
First Quantum Minerals Ld 
23 November 2009 
 

 
 
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|                                      |                                         NEWS RELEASE | 
|                                      |                                                09-31 | 
|                                      |                                    November 23, 2009 | 
|                                      |                                www.first-quantum.com | 
|                                      |                                     www.kiwara.co.uk | 
|                                      |                                                      | 
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First Quantum MINERALS TO ACQUIRE KIWARA PLC 
 
 
cash AND EQUITY transaction valued at APPROXIMATELY us$260.2 MILLION 
 
(All dollar amounts are expressed in United States dollars, except as otherwise 
indicated where GBP = British pounds; Cdn.$ = Canadian dollars) 
 
 
First Quantum Minerals Ltd. ("First Quantum", TSX Symbol "FM", LSE Symbol "FQM") 
and Kiwara PLC ("Kiwara", LSE AIM Symbol - "KIW", JSE Symbol "KWR") are pleased 
to announce that they have entered into an implementation agreement pursuant to 
which First Quantum will acquire the entire issued share capital of Kiwara (the 
"Offer") by way of a scheme of arrangement (the "Scheme"). 
 
 
Pursuant to the Scheme, Kiwara shareholders will receive 0.0085 First Quantum 
shares and GBP0.375 for every Kiwara share held. The implied value of the 
purchase price is GBP0.75 per Kiwara share based on an agreed market price of 
GBP43.68 for one First Quantum share on the LSE. This represents a 41.5% premium 
to the closing price of Kiwara's shares on AIM on November 20, 2009, and a 35.5% 
premium to the volume-weighted average trading price of Kiwara shares on AIM for 
the 20 trading days ended November 20, 2009. In total, the cash and equity 
transaction is valued at approximately US$260.2 million (GBP157.6 million) and 
is expected to result in the issuance of approximately 1,884,448 million new 
First Quantum shares. 
 
 
First Quantum has approached each director of Kiwara and Cardiff Property plc, 
City National Resources High Yield Trust, Derek Joseph, New African Mining Fund, 
Geiger Counter and Ian Reynolds holding approximately 76.05% of the issued share 
capital of Kiwara who have irrevocably undertaken to vote in favour of the 
Scheme subject to certain exceptions. 
 
 
The board of directors of Kiwara considers that the Offer is fair and reasonable 
and unanimously recommends that Kiwara shareholders vote in favour of the Offer. 
The board of directors of Kiwara has retained Moore Stephens Corporate Finance 
(Moore Stephens (Johannesburg) Corporate Finance (Pty) Limited) as an 
independent expert to advise it on the fairness of the Offer as it relates to 
Kiwara shareholders. The opinion of the independent expert will be disclosed to 
Kiwara shareholders in due course. 
 
 
Commenting on the transaction, Mr. Colin Bird, Chairman of Kiwara said, "In the 
evolution of a major mining project, management is constantly faced with 
matching progress with overall resource capacity. Kiwara has recognized that the 
Kalumbila project and indeed the licence area in general, has potential well in 
excess of our current resource capability. 
 
 
This transaction with First Quantum puts the project into a management team with 
a proven track record to implement major projects on time and to specification. 
The Board therefore has no hesitation in recommending this transaction 
consisting of cash and shares with the knowledge that best industry practice 
will be applied throughout. 
 
 
The directors and management of Kiwara wish First Quantum all the success in 
their ongoing development of what has the potential to become a very significant 
mine." 
 
 
Mr. Philip Pascall, Chairman and Chief Executive Officer of First Quantum noted, 
"This transaction is consistent with First Quantum's strategy of acquiring 
projects to which we can add value by applying our considerable technical 
expertise. In addition, we believe our many years of successful operations in 
the Copperbelt and Zambia in particular will be beneficial in the development 
and eventual operation of the new assets." 
 
 
About the Transaction 
The Offer will be implemented by way of a scheme of arrangement (the "Scheme") 
in accordance with Part 26 of the UK Companies Act of 2006, as amended, to be 
proposed by Kiwara between Kiwara and its shareholders ("Scheme Members"). 
 
 
A circular containing the terms of the Offer is expected to be posted to the 
Kiwara shareholders by December 18 2009. The meeting of Scheme Members to 
approve the Scheme is expected to be held on January 11, 2010 and the general 
meeting of Kiwara shareholders to approve and implement the Scheme and approve 
such other matters necessary or desirable for the purposes of implementing the 
Scheme is expected to be held on January 11, 2010. The High Court of England and 
Wales hearing to sanction the Scheme is expected be held on January 28, 2010 and 
subject to the satisfaction or waiver of the conditions to the Scheme becoming 
effective, the Scheme is expected to become effective by January 29, 2010. 
 
 
The Scheme contains customary non-solicitation provisions and the agreement 
that a compensation fee of GBP1.7 million will be payable by Kiwara to First 
Quantum if the Offer does not proceed for reasons relating to Kiwara and a 
compensation fee of GBP2.0 million will be payable by First Quantum to Kiwara if 
the Offer does not proceed for reasons relating to First Quantum. 
 
 
Details regarding these and other terms of the transaction are set out in the 
circular, which once posted to shareholders, will also be available on Kiwara's 
website at www.kiwara.co.uk. All shareholders are urged to read the circular 
once it becomes available as it will contain additional important information 
concerning the transaction. 
 
 
Kiwara's advisors in connection with the transaction are: 
Financial adviser:                   FinnCap 
Nominated adviser:    FinnCap 
Legal adviser in the UK: Fasken Martineau LLP 
Legal adviser in South Africa:Eversheds 
JSE Sponsor:    Sasfin Capital 
Independent expert                Moore Stephens 
 
 
First Quantum's advisors in connection with the transaction are: 
Legal adviser in the UK:McCarthy Tetrault 
Legal adviser in Canada: McCarthy Tetrault 
 
 
About Kiwara 
Kiwara is a mineral exploration and development company, focusing on base metals 
in Zambia. The company's asset is a controlling interest in mineral prospecting 
licences (the "Licence Area") on the periphery of the Kabombo Dome in North 
Western Province, Zambia.  Kiwara has a market capitalization of approximately 
GBP105.4 million based on the closing price of GBP0.53 per Kiwara share on AIM 
on November 20, 2009. 
 
 
The Licence Area includes the Kalumbila Copper deposit. On October 21, 2009, 
Kiwara announced the first results of its in-fill drill program at Kalumbila. 
The program is part of a study by Snowden Mining Consultancy to advise on a 
pre-feasibility study at Kalumbila. The initial focus of the study is to 
establish an indicated resource on the open-pittable mineralization identified 
by drill results to date. 
 
 
Also contained in the Licence Area are the Kawako Nickel prospect and the 
Kawanga Uranium prospect. Preliminary drilling carried out to date suggests that 
both prospects have significant upside potential. 
 
 
For further information, please visit www.kiwara.co.uk or contact: 
Colin Bird, Chairman at [phone] 
Peter Vivian-Neal at [phone] 
 
 
About First Quantum 
First Quantum is a growing mining and metals company engaged in mineral 
exploration, development and mining. The company produces LME grade "A" copper 
cathode, copper in concentrate, gold and sulphuric acid. First Quantum's shares 
are listed for trading on the TSX (symbol: FM) and the LSE (symbol: FQM). The 
company has a market capitalization of approximately GBP3.4 billion based on the 
closing price on the LSE on November 20, 2009. 
 
 
First Quantum's assets in Zambia include the 80% owned Kansanshi open pit 
copper-gold mine, the 100% owned Fishtie copper project and the 100% owned Bwana 
Mkubwa SX/EW facility and sulphuric acid plants. First Quantum also holds 
strategic investments in Mopani Copper Mines (16.9%), operator of the Nkana 
underground copper mine and cobalt refinery and the Mufulira underground copper 
mine, smelter and copper refinery, as well as Equinox Minerals Ltd. (16.32%), a 
publicly-traded company that operates the Lumwana copper mine. In the Democratic 
Republic of Congo, First Quantum operates the 95% owned open pit Frontier copper 
mine and holds a 65% ownership in the Kolwezi copper-cobalt tailings project. In 
Mauritania, First Quantum operates the 80% owned Guelb Moghrein copper-gold 
mine. In Finland, the Company owns the 100% Kevitsa nickel-copper-PGE project. 
 
 
 
On Behalf of the Board of Directors 
First Quantum Minerals Ltd.  Kiwara Plc 
G. Clive Newall  Colin Bird 
President  Executive Chairman 
 
 
12g3-2b-82-4461 
Listed in Standard and Poor's 
 
 
 
 
Enquiries: 
 
 
+---------------------------+-------------------------+ 
| Colin Bird                | Clive Newall            | 
| Kiwara plc                | First Quantum Minerals  | 
| Tel: [phone]    | Ltd                     | 
|                           | Tel: [phone]   | 
|                           |                         | 
+---------------------------+-------------------------+ 
| Peter Vivian-Neal         | Sharon Loung            | 
| Kiwara plc                | First Quantum Minerals  | 
| Tel: [phone]  | Ltd                     | 
|                           | Tel: [phone] or | 
|                           |                         | 
|                           | [phone]         | 
+---------------------------+-------------------------+ 
| Matthew Robinson / Clive  | Simon Hockridge         | 
| Carver / Ed Frisby        | Hogarth Partnership     | 
| FinnCap                   | Ltd.                    | 
| Tel: [phone] | Tel: [phone]    | 
|                           | 9477                    | 
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|                           |                         | 
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| Brian Chistie             |                         | 
| Sasfin Capital            |                         | 
| Tel: [phone]  |                         | 
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|                           |                         | 
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| Suzanne Johnson-Walsh     |                         | 
| Bishopsgate               |                         | 
| Communications            |                         | 
| Tel: [phone] |                         | 
+---------------------------+-------------------------+ 
 
 
 
 
This announcement is not intended to and does not constitute, or form part of, 
an offer or an invitation to purchase or sell any shares of either First Quantum 
or Kiwara or any other securities pursuant to the Offer or otherwise. The Offer 
will be made solely by the Scheme document which will contain the full terms and 
conditions of the Offer, including details of how the Offer may be accepted and 
the Scheme approved, and which will be posted to Kiwara shareholders in due 
course. 
 
 
The availability of the Offer to persons not resident in the United Kingdom may 
be affected by the laws of the relevant jurisdictions. Persons who are not 
resident in the United Kingdom, or who are subject to the laws of any 
jurisdiction other than the United Kingdom, should inform themselves about and 
observe any applicable requirements. Further details in relation to overseas 
shareholders will be set out in the Scheme document. 
 
 
This announcement is not directed to, or intended for distribution or use by, 
any person or entity that is a citizen or resident or located in any 
jurisdiction where such distribution or use would be contrary to any law or 
regulation or would require any registration, licensing or other permission. 
Neither this announcement nor any copy of it nor the information contained in it 
may be taken or transmitted in or into USA, Republic of Ireland and Japan, or 
distributed, directly or indirectly, in or into USA, Republic of Ireland and 
Japan, or distributed or redistributed in Japan or to any resident thereof. Any 
failure to comply with these restrictions may constitute a violation of USA, 
Republic of Ireland and Japanese securities laws. The distribution of this 
announcement in other jurisdictions may be restricted by law, and persons into 
whose possession this announcement comes should inform themselves about, and 
observe, any such restrictions. 
 
 
This announcement has been prepared in accordance with English law, the AIM 
Rules and the JSE Listings Requirements and information disclosed may not be the 
same as that which would have been prepared in accordance with the law of 
jurisdictions outside England. The Offer will be subject to the applicable rules 
and regulations of the Financial Services Authority, LSE, and the JSE. 
 
 
This announcement and the information contained herein are not an offer of 
securities for sale in the United States. Neither Kiwara nor First Quantum 
securities may be offered or sold in the United States absent registration or an 
exemption from registration under the U.S. Securities Act of 1933, as amended. 
Neither Kiwara nor First Quantum intend to register an offering of their 
respective securities in the United States or to conduct a public offering of 
any of their respective securities in the United States. 
 
 
Neither Kiwara nor First Quantum's securities have been or will be registered 
under the applicable securities laws of any state or jurisdiction of USA, 
Republic of Ireland and Japan and, subject to certain exceptions, may not be 
offered or sold within USA, Republic of Ireland and Japan or to or for the 
benefit of any national, resident or citizen of USA, Republic of Ireland and 
Japan. 
 
 
Certain statements in this announcement constitute "forward-looking statements". 
Such forward-looking statements or information include but are not limited to 
statements or information with respect to future price of copper or gold, 
estimation of mineral reserves and mineral resources, our exploration and 
development program, estimated future expenses, exploration and development 
capital requirements, and our goals and strategies. Often, but not always, 
forward-looking statements or information can be identified by the use of words 
such as "plans", "expects" or "does not expect", "is expected", "budget", 
"scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not 
anticipate" or "believes" or variations of such words and phrases or statements 
that certain actions, events or results "may", "could", "would", "might" or 
"will" be taken, occur or be achieved. These statements reflect the beliefs and 
expectations of the First Quantum and Kiwara directors and are subject to risks 
and uncertainties that may cause actual results to differ materially. These 
risks and uncertainties include, among other factors, changing business or other 
market conditions and the prospects for growth anticipated by the management of 
Kiwara and First Quantum. These and other factors could adversely affect the 
outcome and financial effects of the plans and events described herein. As a 
result, you are cautioned not to place undue reliance on such forward-looking 
statements.  First Quantum, Kiwara and their respective advisors and each of 
their respective members, directors, officers and employees disclaim any 
obligation to update their view of such risks and uncertainties or to publicly 
announce the result of any revision to the forward-looking statements made 
herein, except where it would be required to do so under applicable law.  With 
respect to forward-looking statements and information contained herein, First 
Quantum and Kiwara have made numerous assumptions including among other things, 
assumptions about the price of copper and gold, anticipated costs and 
expenditures and our ability to achieve our goals. Although their respective 
managements believe that the assumptions made and the expectations represented 
by such statements or information are reasonable, there can be no assurance that 
a forward-looking statement or information herein will prove to be accurate. 
Forward-looking statements and information by their nature are based on 
assumptions and involve known and unknown risks, uncertainties and other factors 
which may cause our actual results, performance or achievements, or industry 
results, to be materially different from any future results, performance or 
achievements expressed or implied by such forward-looking statements or 
information. 
 
 
See First Quantum's annual information form and our quarterly and annual 
management's discussion and analysis for additional information on risks, 
uncertainties and other factors relating to the forward-looking statements and 
information. Although First Quantum has attempted to identify factors that would 
cause actual actions, events or results to differ materially from those 
disclosed in the forward-looking statements or information, there may be other 
factors that cause actual results, performances, achievements or events not to 
be anticipated, estimated or intended. Also, many of the factors are beyond 
First Quantum's control. Accordingly, readers should not place undue reliance on 
forward-looking statements or information.  First Quantum undertake no 
obligation to reissue or update forward-looking statements or information as a 
result of new information or events after the date hereof except as may be 
required by law. All forward-looking statements and information made herein, are 
qualified by this cautionary statement. 
 
 
Nothing in this announcement is intended, or is intended to be construed, as a 
forecast, projection or estimate of the future financial performance of First 
Quantum or Kiwara. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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